General Terms and Conditions of Purchase

Preliminary remarks

Only the following General Terms and Conditions of Purchase shall apply for all orders – including those placed in the future – with businesses, legal entities established in accordance with public law or special funds established in accordance with public law within the meaning of Section 310 Para 1 of the German Civil Code [BGB]. Terms and conditions of sale and supply of a supplier differing from our T&Cs and which we do not expressly recognise, shall not be binding upon us, even if we do not specifically reject them. Silence on our part shall not be construed as recognition.

Section 1 Order / Order confirmation

(1) Our orders shall be binding on us if they are placed in writing on our pre-printed forms with a signature or if they are confirmed by us. If an order is generated electronically it shall also be valid without a signature if the order makes a statement to this effect.

(2) Every order is to be confirmed by the supplier in writing without undue delay as a matter of principle. An order confirmation will only not be necessary if the goods are supplied within three days of the order date. We shall no longer be bound to our order if an order confirmation or goods are not received within two weeks from the order date.

Section 2 Delivery

(1) The Supplier has to comply with the order in all respects, in particular with regard to quantity and condition of the goods and services. Part deliveries shall only be allowed by prior arrangement and written confirmation by us.

(2) If materials are supplied with test certificates and attestation they must be available for us at the specified destination when the consignment is received. The costs incurred for this shall be borne by the supplier.

(3) The deadlines and periods stated in the order and delivery schedule are binding. If the supplier fails to supply on time he shall be in default without having to be sent a separate reminder by us. It shall be the receipt of the goods by us at the agreed point of receipt which shall determine whether goods have been delivered on time.

(4) As soon as the supplier can foresee that he will be unable to supply on time, he is to notify us of this without undue delay in writing stating the reasons and the presumed length of the delay.

(5) If the supplier is responsible for a delay in supplying goods, he shall be liable in accordance with the statutory regulations for all damages and additional costs incurred as a result of the delay.

(6) The acceptance by us without reservation of goods or services supplied late shall not constitute a waiver of the compensation claims to which we are entitled as a result of the delay.

(7) It is absolutely essential that consignments are supplied to the delivery addresses specified by us in writing. The costs incurred by us as a result of non-compliance shall be charged to the supplier.

(8) Our order no, our item no and the order date are to be quoted in all waybills, accompanying documents and dispatch notifications.

Section 3 Prices

(1) Unless agreed otherwise, offer prices shall be fixed prices, which shall still apply, even if there has been a change in the basis upon which the price was calculated (wages and the prices of materials). Goods may only be supplied at a different price if this has been expressly confirmed by us in writing.

(2) If a price is not stated in a confirmation, the binding price is consequently to be stated in the order confirmation, the acceptance of which is subject to our written statement of consent.

(3) We shall not recognise price reservations of any type.

(4) Unless special agreements have been made, the prices stated shall include despatch costs, freight, packing, customs‘ fees other charges and ancillary services and shall be free to despatch address. If an ex works or ex stores price is agreed, we shall only pay for the cheapest freight costs.

(5) If we have passed over despatch regulations, compliance with them is absolutely essential.

Section 4 Presentation of invoice / Payment

(1) The supplier shall have to raise and present us with a proper invoice in duplicate for every consignment. The dates on which payment is due shall assume that the supplier has fulfilled all his contractual obligations with regard to the consignment concerned.

(2) If the goods have been received in full and without complaint by us the invoice will be paid in accordance with the terms and conditions of payment laid down in the order or if nothing is stipulated payment shall be made within 10 days from the receipt of invoice to qualify for a prompt payment discount of 3% or within 30 days net.

(3) A consignment delivered prior to the agreed delivery date shall entitle us to extend the payment date accordingly and the supplier shall be notified of this extension.

(4) The supplier is not entitled to assign his accounts against us to third parties without our written consent.

Section 5 Packing

(1) The goods are to be packed with the utmost care in compliance with the general regulations of the post office, the railways, the haulier or freight forwarder.

(2) The supplier is obliged, within the meaning of the German Packing Regulations (Section 4 of the work order [WO)] to take back the transport packing at his own expense. We shall however not be obliged to return or to pay for packing material.

(3) The invoices are not to be attached to the goods, but are to be sent separately instead.

Section 6 Passing of risk

The risk of accidental loss or deterioration of the goods to be supplied to us – in the event of force majeure as well – shall only pass over to us when the goods are received at the point of delivery, regardless of the legal classification of who is responsible for the failure to supply all the goods in perfect condition.

Section 7 Warranty

(1) The supplier shall have to provide us with the goods in the contractually-agreed condition and free of quality defects and legal defects. In particular he has to vouch that they comply with the recognised state-of-the-art technology as well as all relevant regulations, in particular those of the authorities and associations. Modifications to the recognised state-of-the-art technology as well as to the relevant regulations concerning the product to be supplied are to be notified without undue delay.

(2) Our Incoming Goods inspection of the goods is restricted to an inspection for externally visible transit damage as well as to confirming that the correct quantity has been supplied and that the goods supplied are what was ordered on the basis of the delivery documentation. Complaints identified in the course of such an inspection shall be notified without undue delay. The supplier must configure his quality management system and his quality control systems to take this limited Goods Inward inspection into account.

(3) Defects shall have been notified on time if they are received by the supplier within 10 working days. The period for notifying defects shall begin at the point in time at which we identify the defect or should have identified it.

(4) The warranty period shall be 2 years, provided that the law does not specify a longer warranty period. The warranty shall begin when risk passes over. Claims under a right of recourse against the supplier on account of quality defects in accordance with Sections 478 and 479 of the German Civil Code [BGB] shall not be affected. We shall also be able to assert these claims under a right of recourse in those cases in which the end customer is not a consumer, but is a company. The supplier shall assign to us here and now on account of performance all claims to he is entitled against his supplier on the occasion of or in connection with the supply of defective goods or those goods lacking a guaranteed quality. He shall provide us with all the documents necessary to assert these claims.

(5) If the goods have a defect, we shall consequently be entitled to the statutory rights as we choose. We may demand that the supplier replace the expenditure we have incurred from reimbursing our buyer, if the defect already existed when the goods were handed over to us. The costs to be refunded by the supplier for carrying out a cure in accordance with Section 439 Para 2 of the German Civil Code [BGB] shall also include those costs incurred in identifying the defect and sorting costs.

(6) If the supplier fails to fulfil his obligation to rectify a defect on time or if it were dangerous to delay, we shall consequently be entitled, after notifying the supplier to that effect, that we shall rectify the defect ourselves at the supplier’s expense. In particular, we may replace defective parts immediately or have them replaced by third parties or have them replaced by third parties. Our rights to assert additional compensation claims for damages as well as our right to reduce the purchase price or to withdraw from the contract shall not be affected. In particular, if he carries out contract work on material provided by us, the supplier shall also have to replace the damage to the material, if our material has been damaged or becomes completely unusable as a result of him being at fault.

(7) The supplier’s warranty and responsibility shall not be limited as a result of us having approved the supplier‘s calculations, design drawings, sample models or similar.

Section 8 Business secrets

(1) The supplier is obliged to handle the orders and all commercial and technical details associated with it as business secrets.

(2) Products which are made to documents drafted by us, such as drawings, models and such like, or to our confidential specifications or with our tools or with copies of our tools, must not be used by the supplier himself or offered, supplied or made accessible to third parties. We shall be entitled to demand the return of all order documents from the supplier at any time free of charge.

(3) Parts which we have developed in collaboration with the supplier may only be supplied by the supplier to third parties with our consent.

(4) The supplier shall undertake to urge his assistants and vicarious agents as well as other employees to comply with these regulations to the letter.

Section 9 Proprietary rights

The supplier shall be liable for third party proprietary rights not being breached as a result of the use or resale of items supplied by him.

Section 10 Use of data

We shall be entitled to process data received via the supplier with regard to our business relationship or in connection therewith in compliance with the Federal Data Protection Act, regardless of whether it comes from the supplier himself or from third parties.

Section 11 Manufacturing equipment

(1) Materials, parts, moulds, models, production facilities and other manufacturing equipment provided by us shall remain our property and must be marked as such. It may only be used for the intended use. Materials and the assembly of parts shall only be carried out for us. It is agreed that we shall become co-owners of products manufactured by using our materials and parts in proportion to the value of materials etc. furnished by us to the value of the overall product. Hand-over shall be replaced by the agreement that the goods shall remain in the possession of the supplier until the agreed delivery date for processing and shall be kept separately in safekeeping for us.

(2) The supplier shall be obliged to obtain adequate insurance cover, at his expense, against all risks, in particular fire and theft, for the materials, parts, moulds, models production facilities and other manufacturing equipment provided by us and upon request prove that he has taken out such insurance. If the supplier is responsible for them being lost, the supplier shall consequently have to replace them at his expense.

(3) Materials, parts, moulds, production facilities and other manufacturing equipment may only be destroyed with our consent.

(4) At our request the supplier shall have to return the materials, parts, moulds, models, production facilities and other manufacturing equipment provided by us without undue delay – within one day at the latest. If the supplier is entitled to co-ownership of them, they shall be handed over concurrently with the remuneration for his co-ownership share. If there is a dispute about the value of the co-ownership share, we may consequently avert a right of retention by furnishing a guarantee for the amount in dispute as a result of the supplier’s co-ownership share. Moreover, the supplier shall not be entitled to exercise a right of retention if the claim upon which his right of retention is based has not been adjudicated.

Section 12 Place of fulfilment and Place of jurisdiction

(1) The place of fulfilmentfor delivery, payment and other reciprocal contractual performances shall be our Company headquarters.

(2) The place of jurisdictionshall be the courts having jurisdiction where our Company headquarters are located. Alternatively, we shall also be entitled to sue the supplier at his general place of jurisdiction.

Section 13 Reservation of title

With regard to the supplier’s rights of reservation of title, his terms and conditions shall apply subject to the proviso that the title to the goods shall pass over to us when we have paid for them and accordingly the so-called current account and group reservation shall not apply. Likewise, the so-called extended and expanded reservation of title shall not apply. The supplier may only demand the return of the goods on the basis of his reservation of title, if he has withdrawn from the contract.

Section 14 Quality control and Documentation

(1) The supplier shall have to comply with the recognised state-of-the-art technology, the safety regulations and the agreed technical data for his goods to be supplied. Modifications to the subject-matter of the contract shall be subject to our prior written consent.

(2) If an initial sampling has been agreed, series production may only begin after we have approved the samples and cleared them in writing.

(3) The supplier shall have to review the quality of the items to be supplied on a continual basis and design his quality control system in such a way so that it satisfies DIN EN ISO 9001 et seq. In addition to this, the supplier shall have to draw our attention to options for improving quality.

(4) If the type and scope of the inspections as well as the test equipment have not been finally agreed between us and the supplier, we shall, at the supplier’s request, be prepared within our knowledge, experience and options open to us, to discuss the inspections with the, in order to work out the necessary level of testing technology required in each case.

(5) In so far as the supplier has received drawings, samples, supplementary documents or other regulations from us, he shall undertake to comply with them with regard to the type, features and finish of the items to be supplied.

Section 15 Miscellaneous

(1) All legal relationships created from business relationships with us shall be governed by German law alone. The law governing the international sale of moveables and the law governing the conclusion of international contracts of sale for moveable goods shall not apply (CISG).

(2) We may withdraw from the contract at any time if insolvency proceedings are opened on the supplier’s assets, or if an application to do so is made, or if the statutory requirements under which an application for opening insolvency proceedings would be mandatory have been satisfied.

(3) Should individual provisions of our Terms and Conditions of Purchase be invalid or become invalid as a result of as a result of a change in the legal position, the validity of the remaining provisions of the contract shall not be affected as a result. The Parties to the contract shall be obliged to replace the invalid provision or any gap there may be with an arrangement which comes as close as possible in terms of economic success to what the Parties would have intended had they thought about the matter when signing the contract.

(4) In so far as authorities demand an insight into our production process or production documents to inspect certain requirements, the supplier declares that he is prepared to them the same rights in his business operation and in doing so afford them all reasonable support.